Court ruling reshapes VAT deregistration powers

In the recent judgment of Impact Contracting Solutions Limited v The Commissioners for HMRC ([2025] EWCA Civ 623), the Court of Appeal examined HMRC's authority to deregister firms suspected of facilitating VAT fraud, raising significant concerns for businesses engaged in legitimate activities. The primary appellant, Impact Contracting Solutions Limited (ICSL), argued that HMRC's rationale for deregistration was flawed, especially in light of their ongoing valid taxable supplies.

The case unfolded after HMRC determined that ICSL had unintentionally facilitated VAT fraud through dealings with “mini-umbrella companies” (MUCs) which supplied labour. HMRC claimed these arrangements were designed to evade proper VAT accounting, bolstered by a communication from them on 16 September 2019 regarding a £47 million input tax deduction denial by ICSL over several years.

The crux of the judgment was HMRC's assertion that it holds the power to deregister companies based not only on direct fraudulent activity but also on potential complicity in fraud. The Upper Tribunal had affirmed that HMRC could deregister entities that ‘knew or should have known’ of another party’s fraudulent actions. Consequently, ICSL faced the challenge of proving it had no knowledge of MUCs' fraudulent operations.

The ruling heavily referenced EU VAT regulations and past cases like Kittel v Belgium and Ablessio. The court clarified that ongoing legitimate supplies do not automatically protect a business from deregistration if it is implicated in facilitating deceptive practices. ICSL contended that strict evidence of awareness of fraud was necessary, but the court affirmed a broader culpability interpretation, factoring in participation or negligence in fraudulent transactions.

The judgment underscored the necessity for HMRC's actions to adhere to principles of proportionality, fiscal neutrality, and legal certainty, ensuring that while HMRC wields deregistration power, such measures must be appropriately justified and responsive to specific circumstances.

This case’s findings have crucial implications for both tax authorities and businesses as the legal discourse surrounding tax obligations and fraudulent facilitation continues to evolve. The implications signal a need for firms to adopt vigilant practices to avoid inadvertent complicity in tax evasion.

Overall, the Court's decision clarifies HMRC's regulatory reach concerning VAT deregistration, while balancing the fair treatment of legitimate businesses against the essential fight against tax fraud. This ruling is poised to influence future interactions between tax authorities and businesses involved in intricate supply chains, particularly concerning potentially deceptive practices.

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